At the hospital, the Scooby Gang awaits news from the doctor about Joyce's surgery, and they are all relieved when the surgery is a success. Dawn spends the night with Xander and Anya so that Buffy and Riley can have some private time. With the house to themselves, Buffy and Riley spend a romantic evening together. In the middle of the night, Riley sneaks out of the house. Spike, having been on his typical nightly vigil, secretly follows Riley to an old building.
Buffy spends the day with her mother in the hospital discussing Joyce's wig options and Buffy's relationship with Riley. Spike wakes Buffy from sleep that night to show her what Riley has been doing. Buffy is shocked to find him in the arms of a female vampire, being fed upon. Graham has persuaded his commanding officer to seek Riley's help in destroying demons for the government. They offer Riley a position in the government's new anti-demon organization, assuring him that they are nothing like the Initiative and exist only to stop demons, not study them. Riley's secret.
Buffy and the gang go after the nest of vampires only to find the building empty. Buffy sets the building on fire, leaving her friends in the dark about what's truly bothering her. Riley is furious that Spike allowed Buffy to see the truth and after throwing the vampire around a bit, he stakes him. Fortunately for Spike, the stake is plastic and Riley's actions were only a warning. Spike maintains that Riley has no future with Buffy, and the two rivals eventually share a drink, discussing how they both love her, but she doesn't return the feelings for either of them. Spike tells Riley that he is generally jealous of his position of intimacy with Buffy, although sometimes he wonders if Riley's situation is worse, being so close to Buffy while not actually having her. However, he ultimately declares that Riley has the better deal. Riley asks Spike if he really thinks he has a shot with Buffy. Spike responds in the negative, but says that a fellow's got to try - he's got to do what he can.
Buffy releases her aggressions on a punching bag in the training room until Riley shows up determined to talk to her. He tells her he started his late-night vamp activities because he wanted to know what Buffy felt when she was bitten by Dracula. Riley tells her that the vampires needed him and Buffy didn't. After Buffy tries to convince him that she's given him everything she has, Riley says that he doesn't believe her, and tells her about the offer to return to the government. He is going to leave unless she can give him a reason to stay. The vampires from the nest surround a distraught Buffy as she's leaving the shop. She stakes all eight of them in record time, including the vampire that had seen drinking from Riley.
Xander witnesses the slaying and confronts Buffy, not willing to let her hide from her problems. He shows her the truth that she's been ignoring: that Riley has given her everything, and risked everything for her, while she has treated him as a rebound guy and expected him to be "convenient" after Angel's departure from Sunnydale. She tries to change the subject by accusing Xander of treating Anya as a mere convenience, but Xander stays on point, telling her that Riley is the kind of guy that comes around once in a lifetime, and that she has to decide if she's really willing to lose him for good. Xander gets through to Buffy, and she takes off. Although she runs as fast as she can, Buffy is unable to get to the airport in time to stop Riley from leaving. The helicopter takes off with Buffy on the landing pad, calling after Riley. He stares in the other direction, leaving without knowing that she had tried to reach him.
After his talk with Buffy, Xander realizes that he needs to tell Anya how much he loves her and he does. Still shocked, Buffy returns home while Riley leaves Sunnydale, not looking back.